Terms of Service

Last Updated: 16 February 2025  ·  SkyL4rk (PTY) LTD · Reg: 2018/043553/07 (SA)  ·  SkyL4rk UK LTD (UK)

1. Introduction

Welcome to TermsCon. By accessing or using the TermsCon platform — including the website at https://termscon.com, the client portal at https://vault.termscon.com, and any associated APIs — you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy.

If you are using TermsCon on behalf of a business or organisation, you represent that you have authority to bind that entity to these Terms. If you do not agree, you must not access or use our Services.

2. Definitions

• "Services" — The TermsCon website, client portal, API, and all associated platform features.
• "User" / "you" — Any individual or legal entity accessing or using the Services.
• "Account" — A registered TermsCon user account.
• "Document" — Any agreement, contract, or form created, uploaded, sent, or signed through the Services.
• "Token" — A platform credit unit consumed when creating or sending Documents or performing compliance screenings.
• "Signatory" — Any party invited to sign or review a Document.
• "Verilink" — The integrated biometric identity verification service provided by SkyL4rk Digital (PTY) LTD.
• "POPIA" — The Protection of Personal Information Act 4 of 2013 (South Africa).
• "ECT Act" — The Electronic Communications and Transactions Act 25 of 2002 (South Africa).
• "GDPR" — The UK General Data Protection Regulation and EU Regulation 2016/679.
• "Ownership Infrastructure Services" — The optional platform features enabling creation, governance, and administration of digital Ownership Structures, including Cap Tables, Ownership Unit issuance, Structural Events, and associated wallet and smart contract functionality. Use of these Services is subject to the Ownership Infrastructure Services Addendum.
• "Ownership Structure" — A governed arrangement created on the platform comprising a founding legal agreement, a Cap Table, and the rules governing issuance, transfer, and Structural Events relating to Ownership Units.
• "Ownership Unit" — A digital record representing a verified contractual interest in an underlying asset or entity, issued and governed through the TermsCon platform. Ownership Units are records of contractual rights, not securities or financial instruments as defined under the Financial Markets Act 19 of 2012, unless separately constituted as such by the Operator under applicable law.
• "Cap Table" — The live digital ledger maintained on the platform recording the identity, verified status, holdings, and percentage interest of each Holder in an Ownership Structure.
• "Holder" — Any verified individual or legal entity recorded in a Cap Table as holding Ownership Units.
• "Operator" — The Account holder who creates and administers an Ownership Structure on behalf of themselves and their Holders.
• "Structural Event" — Any action that alters the Cap Table, including Ownership Unit issuance, transfer, dilution, buyout, or liquidation.
• "Smart Contract" — Self-executing code deployed on the Ethereum network that records and automates Structural Events in accordance with the terms of the underlying signed legal agreement.
• "Managed Wallet" — A custodial wallet provisioned by TermsCon on behalf of a Holder, where TermsCon holds and manages the private keys on the Holder's behalf.
• "External Wallet" — A non-custodial wallet provided by the Holder independently, where the Holder retains sole custody of their private keys.
• "Trusted Forwarder" — A TermsCon-operated smart contract conforming to the ERC-2771 meta-transaction standard, which submits cryptographically signed Holder transactions to the Ethereum network on the Holder's behalf, paying associated gas fees that are subsequently recovered through Sponsored Gas billing.
• "Sponsored Gas" — A usage-based service whereby TermsCon, acting as Trusted Forwarder under ERC-2771, pays Ethereum network transaction fees (gas) on behalf of Holders, recovered via the Sponsored Gas / Managed Actions usage charge.
• "Financial Markets Act" — The Financial Markets Act 19 of 2012 (South Africa).
• "FSCA" — The Financial Sector Conduct Authority of South Africa.
• "FICA" — The Financial Intelligence Centre Act 38 of 2001 (South Africa), as amended.

3. Eligibility and Account Registration

• Age: You must be at least 18 years old to create an Account or use the Services.
• Accurate information: You must provide truthful and complete information during registration and keep it current.
• Account security: You are responsible for maintaining the confidentiality of your login credentials. Notify us immediately at support@termscon.com if you suspect unauthorised access.
• One account per entity: Unless expressly permitted, each individual or legal entity may hold one Account per tier.

4. Acceptable Use

You agree to use the Services only for lawful purposes consistent with these Terms. You must not:

• Use the Services to create, send, or sign Documents for any fraudulent, illegal, or deceptive purpose.
• Upload or process personal data of individuals without a valid lawful basis under POPIA or GDPR.
• Upload, generate, or transmit any content that is defamatory, abusive, infringing, or unlawful.
• Attempt to circumvent, disable, or interfere with the security or integrity features of the Services.
• Engage in automated scraping, crawling, or bulk data extraction without prior written authorisation.
• Use the Services to conduct or facilitate financial crime, money laundering, terrorist financing, or sanctions evasion.
• Resell access to the Services without an authorised white-label or reseller agreement in place.
• Introduce malicious code, exploits, or any content designed to compromise systems or data.

Violation of this section may result in immediate Account suspension or termination without notice and, where appropriate, reporting to relevant law enforcement or regulatory authorities.

5. Token Billing and Subscription

5.1 Token Model Overview

TermsCon operates on a token-based billing system. Tokens are consumed when you perform actions on the platform. Your balance is drawn from the following pools in order of priority:

When your balance reaches −21 tokens (the Negative Buffer floor), all document creation and sending is suspended until your balance is restored via subscription renewal or a Top-Up purchase.

5.2 Token Consumption Rates

Tokens are deducted at the point of request creation. No refunds are issued for tokens consumed, including in cases where a Signatory declines, fails to respond, or the Document is voided after sending.

5.3 Payment and Subscriptions

• Subscriptions are billed in advance on a monthly or annual cycle through our payment processor (PayFast).
• You authorise us to charge your payment method on each renewal date.
• Failure to pay will result in Account downgrade to the Freemium tier; unpaid balances may result in suspension.
• All fees are quoted in South African Rand (ZAR) and are exclusive of VAT unless stated otherwise.

5.4 Cancellation and Refunds

• You may cancel your subscription at any time through your Account settings or by contacting support@termscon.com.
• Cancellation takes effect at the end of the current billing period. No refunds are issued for the unused portion of a subscription period.
• Top-Up Tokens are non-refundable once purchased.
• We reserve the right to issue discretionary refunds in exceptional circumstances at our sole determination.

6. Intellectual Property

All software, features, functionality, design, trade marks, and content made available through the Services are owned by or licensed to SkyL4rk Digital (PTY) LTD and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Services in accordance with these Terms.

You retain full ownership of any Documents you create. By using the Services, you grant us a limited, royalty-free licence to store, process, and transmit your Documents solely to deliver the Services to you.

7. User Content and Data Processing

You are solely responsible for the accuracy, legality, and completeness of the Documents and data you submit. You warrant that you have obtained all necessary consents to process any third-party personal data included in your Documents.

Where you upload personal data of third parties (including Signatories), TermsCon acts as a data processor on your behalf, and you act as the data controller / responsible party. Our processing activities are governed by a Data Processing Agreement incorporated into these Terms by reference. Full details are set out in our Privacy Policy.

8. AML, KYC, and Compliance Screening

Where you use Verilink-powered compliance features (AML, PEP, OFAC, or sanctions screening), you acknowledge that:

• Screening results are based on third-party databases and are provided for informational purposes. They do not constitute legal advice or a definitive determination of risk.
• You remain responsible for conducting your own due diligence and maintaining your compliance obligations under the Financial Intelligence Centre Act (FICA) and any applicable regulations.
• Screening records are retained for a minimum of five (5) years in accordance with FICA requirements.
• Biometric data processed via Verilink is handled under the Verilink Privacy Policy. TermsCon does not store raw biometric templates.

9. Privacy and Data Protection

We process personal data in accordance with POPIA, the ECT Act, and where applicable, GDPR. Our Privacy Policy sets out in full how we collect, use, retain, and protect your data and the data of your Signatories.

Information Officer: Our designated Information Officer for POPIA purposes is reachable at privacy@termscon.com.

Data subjects whose personal data is processed through the Services may exercise their rights (access, correction, deletion, objection) by contacting the Information Officer directly.

10. Ownership Infrastructure Services

The Ownership Infrastructure Services are an optional feature set enabling Operators to create, govern, and administer digital Ownership Structures. Access to these Services requires acceptance of the Ownership Infrastructure Services Addendum, which forms part of these Terms and is incorporated herein by reference. In the event of conflict between the Addendum and these Terms in respect of Ownership Infrastructure Services, the Addendum prevails.

10.1 Nature of Ownership Units

Ownership Units are digital records of contractual rights established in the underlying signed TermsCon agreement. They are not the source of those rights — the signed legal agreement is always the authoritative instrument. In the event of any conflict between the output of a Smart Contract and the terms of the underlying signed agreement, the signed agreement prevails.

Ownership Units are not crypto assets for investment, speculation, or trading purposes. They are not listed on, nor exchangeable through, any public crypto asset exchange. TermsCon does not act as a collective investment scheme, securities exchange, CASP (Crypto Asset Service Provider), financial advisor, or transfer secretary in connection with any Ownership Structure.

10.2 Operator Obligations

By using the Ownership Infrastructure Services, the Operator warrants and undertakes that:

• All Holders have been properly onboarded with valid KYC via Verilink before being recorded in any Cap Table;
• The Ownership Structure does not constitute a public offer of securities without the requisite regulatory approvals under the Financial Markets Act or any applicable securities legislation;
• They have obtained independent legal and tax advice on the structure of their Ownership arrangement before using the platform;
• They will notify TermsCon promptly if their structure becomes subject to regulatory scrutiny, investigation, or enforcement action;
• They are solely responsible for all tax obligations arising from Structural Events, including but not limited to capital gains tax, dividends withholding tax, and VAT;
• They will not use the Ownership Infrastructure Services to circumvent applicable laws relating to ownership, securities, or financial services.

10.3 Smart Contract Infrastructure

TermsCon deploys ERC-20 or ERC-721 smart contracts on the Ethereum network as backend infrastructure for Structural Event recording and Cap Table integrity. This does not constitute the issuance of crypto assets in the regulatory sense, nor does it constitute participation in a decentralised exchange or collective investment scheme.

• Irreversibility: Once a Structural Event is confirmed on the Ethereum blockchain, it cannot be reversed by TermsCon or any party. Disputes must be resolved through the platform's governance workflow or legal process — not by reversing blockchain records.
• Agreement primacy: Smart Contract outputs reflect the terms of the underlying signed legal agreement. If the Smart Contract behaves contrary to those terms due to a configuration error, the signed agreement governs and the Operator must apply for a remediation Structural Event.
• Network risk: TermsCon is not liable for delays, failures, or increased costs resulting from Ethereum network congestion, protocol upgrades, hard forks, smart contract vulnerabilities outside its direct control, or the acts or omissions of any decentralised network participant.
• Contract versioning: TermsCon will publish deployed Smart Contract addresses and maintain version records. Material changes to Smart Contract architecture will be communicated with at least 14 days' notice.

10.4 ERC-2771 Meta-Transactions and Sponsored Gas

Where Sponsored Gas is enabled for an Ownership Structure, TermsCon operates as a Trusted Forwarder under the ERC-2771 meta-transaction standard. This means:

• TermsCon's infrastructure submits cryptographically signed Holder transactions to the Ethereum network on the Holder's behalf and pays the associated gas (network transaction fees);
• The Holder's valid cryptographic signature is always required before any transaction is submitted — TermsCon cannot initiate, modify, or authorise any Structural Event without the Holder's prior cryptographic authorisation;
• Acting as Trusted Forwarder does not give TermsCon custody over any Holder's Ownership Units, wallet funds, or private keys;
• Gas costs advanced by TermsCon are recovered through the Sponsored Gas / Managed Actions usage charge disclosed in the applicable pricing schedule;
• The Trusted Forwarder contract address will be published in the platform documentation. Changes to the Trusted Forwarder address require 14 days' prior notice;
• If the Trusted Forwarder service is temporarily unavailable, Structural Events are queued and submitted upon restoration — no partial state changes to the Cap Table will occur;
• Holders with External Wallets may elect to submit their own signed transactions directly to the Ethereum network and bear their own gas costs, bypassing the Trusted Forwarder.

10.5 Wallet Provisioning

Managed Wallets: TermsCon holds and manages private keys on behalf of the Holder as a custodian only. TermsCon does not invest, lend, stake, or otherwise use custodied assets. Private keys are encrypted at rest using AES-256 and are never exposed in plain text to TermsCon personnel. In the event of platform discontinuation, a minimum 90-day migration window will be provided for Holders to transfer custody to External Wallets.

External Wallets: TermsCon has no control over and accepts no liability for loss of private keys, incorrect wallet addresses provided by the Holder, or unauthorised access to an External Wallet. Transactions submitted to an incorrect wallet address are irreversible on the blockchain — TermsCon cannot retrieve or redirect them.

10.6 Governance and Structural Event Controls

All Structural Events require approval in accordance with the governance workflow configured by the Operator — for example, unanimous Holder consent, majority vote, or Operator-only approval. TermsCon executes Structural Events only upon receipt of a valid approval signal from the configured workflow and does not act unilaterally on any Cap Table. The Operator is solely responsible for configuring governance rules that accurately reflect the terms of the underlying legal agreement. In the event of a Holder dispute, TermsCon may suspend Structural Events on written notice from any party pending resolution.

10.7 Termination and Data Portability for Ownership Structures

On termination of an Account holding active Ownership Structures, TermsCon will provide a minimum 90-day data export window — extended from the standard period — during which the Operator may export complete Cap Table history, all signed founding agreements, all Structural Event audit logs, and wallet migration assistance. On-chain transaction records form part of the public Ethereum ledger and cannot be deleted by any party. TermsCon minimises personal data recorded on-chain — all directly identifying information is stored in TermsCon's encrypted off-chain infrastructure.

11. Service Availability

We aim to maintain platform availability of 99% or better, measured monthly, excluding scheduled maintenance windows. Scheduled maintenance will be communicated with at least 24 hours' notice where practicable.

We do not guarantee uninterrupted or error-free operation of the Services. We will make reasonable efforts to resolve material service disruptions promptly.

We are not liable for downtime or data unavailability caused by third-party infrastructure providers, force majeure events, or factors outside our reasonable control.

12. Limitation of Liability

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to fitness for a particular purpose or non-infringement.

To the maximum extent permitted by applicable law, our total cumulative liability to you arising out of or relating to these Terms — whether in contract, delict, or otherwise — shall not exceed the greater of:

• The total fees paid by you to TermsCon in the twelve (12) months preceding the event giving rise to the claim; or
• ZAR 5,000.

In no event shall we be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or goodwill, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation, or to the extent that applicable law prohibits such limitation.

13. Indemnification

You agree to indemnify, defend, and hold harmless SkyL4rk Digital (PTY) LTD, SkyL4rk UK LTD, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, fines, and legal costs (including reasonable attorney fees) arising from:

• Your use of the Services in violation of these Terms;
• Your Documents or data submitted to the Services;
• Your violation of any applicable law or third-party right; or
• Any fraudulent or intentionally harmful act by you.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, civil unrest, strikes, pandemic, governmental action, internet or telecommunications failures, or failure of third-party service providers. The affected party shall notify the other as soon as reasonably practicable and shall use reasonable efforts to resume performance.

15. Termination

We may suspend or terminate your Account and access to the Services at any time, with or without notice, if:

• You breach these Terms and fail to remedy the breach within 7 days of written notice;
• We are required to do so by law or court order;
• We reasonably suspect fraudulent, illegal, or harmful activity; or
• We decide to discontinue the Services (in which case we will provide at least 30 days' notice).

Upon termination, your right to use the Services ceases immediately. We will provide a reasonable opportunity (not less than 30 days unless prohibited) to export your Documents before Account closure.

16. Governing Law

These Terms are governed by the laws of the Republic of South Africa. For Users accessing the Services from the United Kingdom, the laws of England and Wales apply to the extent required by applicable UK law.

These Terms do not exclude any mandatory consumer protection rights afforded to individuals under applicable national law.

17. Dispute Resolution

In the event of a dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the matter amicably through good-faith negotiation for a period of 30 days.

If negotiation fails, disputes shall be referred to and finally resolved by binding arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), with the seat of arbitration in KwaZulu-Natal, South Africa, conducted in English. The arbitrator's decision shall be final and binding.

Notwithstanding the above, either party may seek urgent injunctive or other equitable relief from a court of competent jurisdiction without first submitting to arbitration.

18. Changes to These Terms

We may update these Terms from time to time. We will provide at least 14 days' notice of material changes via email to your registered address or through a prominent notice on the platform. Continued use of the Services after the effective date of revised Terms constitutes your acceptance.

For non-material changes (such as corrections of typographical errors or clarifications), the updated Terms take effect immediately upon posting.

19. Contact Information

If you have any questions about these Terms, please contact us: